Common use of Litigation Support Clause in Contracts

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging Entity, the other Party will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving CCTV and to the Merging Entityextent to which the Parties are not adverse to each other, each of the Parties shall cooperate with the other Party will cooperate with him and his its counsel in the contest or defense, shall make available their personnel, its personnel at the expense of the requesting party and shall provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstancecircumstances, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntitySeller, each of the other Party parties will cooperate reasonably with him such party and his such party’s counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor hereunder).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the any Closing Date involving the Merging EntitySeller, each of the other Party will Parties shall cooperate with him or it and his or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the defense or contest or defense, all at the sole cost and expense of (unless the contesting or defending PartyParty is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event If and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party will Seller and the Company shall cooperate with him Buyer and his its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under this Agreement).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefore under Section 14 herein).

Litigation Support. In the event and for so long as any Party party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, audit, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under by this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any Seller or any Acquired Subsidiary, each of the Merging Entity, the other Party will parties shall cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall may be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Partyparty (unless the contesting or defending party is entitled to indemnification therefor under this Agreement).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityTarget, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under ss.8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event If and for so long as any Party either party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under in this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to before the Closing Date involving the Merging EntityCompany, the other Party will party shall reasonably cooperate with him it and his its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defense, all at the sole cost and expense of the contesting or defending Partycontest.

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date merger date involving the Merging EntityTarget Corporation, each of the other Party parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Partyparty.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 13 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement the Acquisition Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or occurring prior to the Closing Date Effective Time involving the Merging EntitySeller, each of the other Party Parties will cooperate with him each other and his their counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Effective Date involving the Merging EntitySeller, each of the other Party Parties will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their his or its personnel, and provide such testimony and access to their his or it books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party will Parties shall cooperate with him it and his its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityTarget, each of the other Party Parties will cooperate with him him, her, or it and his his, her, or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under ss.8 below).

Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction the transactions contemplated under this Agreement the Transaction Agreements, (ii) the CSS Claim, or (iiiii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntitySellers, the other Party will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityEIS, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under the terms set out below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityContributor, the other Party will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, the other Party will cooperate with him or it and his him or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 12 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging Entity, Company each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntitySeller, each of the other Party will Parties shall cooperate with him him, her, or it and his its counsel in the contest defense or defensecontest, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityParty, each of the other Party Parties will cooperate with him him, her or it and his his, her or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under §8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement the Acquisition Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or occurring prior to the Closing Date Effective Time involving the Merging EntitySeller, each of the other Party Parties will cooperate with him each other and his their counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books Books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under by this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party will parties shall reasonably cooperate with him such party and his its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel, personnel and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Partyparty (unless the contesting or defending party is entitled to indemnification therefor under ARTICLE XI below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityEWIN, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefore under section 8 below).

Litigation Support. In the event and for so long as any either Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand third-party Claim in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving related to the Merging EntityPurchased Assets or Assumed Liabilities, the other Party will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be is reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article X hereof).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityGMMV and/or Seller, the other Party will shall cooperate with him it and his its counsel in the contest defense or defensecontest, make available their its personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article VIII hereof).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, activity practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityMallard and its subsidiaries, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 7).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityTarget, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement the Acquisition Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or occurring prior to the Closing Date Effective Time involving the Merging EntitySeller or any Company, each of the other Party Parties will cooperate with him each other and his their counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityTarget or the Sellers, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification hereunder.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of the Merging EntityDO Group Parties, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party Parties will cooperate with him the contesting or defending Party and its or his counsel in the contest or defensecontest, make available their personnel, personnel and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under this Agreement).

Litigation Support. In the event and for so long as any Party ------------------- actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityTarget, each of the other Party Parties will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCARNRITE, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under the terms set out below).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date Effective Time involving the Merging Entityany member of Company Group, each of the other Party parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Partyparty (unless the contesting or defending Party is entitled to indemnification therefor under this Agreement).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party Parties will cooperate with him him, her or its and his his, her or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense expenses of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 6).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i1) any transaction contemplated under this Agreement or (ii2) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityConnaissance, each of the other Party parties will cooperate with him or it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Partyparty.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under this Agreement Agreement, or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCorporation, the other each Party will cooperate with him and his the other Party or its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor below).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with with: (ia) any transaction contemplated under this Agreement or of the Contemplated Transactions; or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Merging EntityCompany, then the other Party will party shall cooperate with him it and his its counsel in the contest defense or defensecontest, make available their personnel, its personnel and provide such testimony and access to their its books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Partyparty.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging Entityany of KCI and its Subsidiaries, each of the other Party will Parties shall cooperate with him or it and his or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under ss.8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceedingProceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging Entityany Acquired Company, the other Party will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article VIII below).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceedingproceedings, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ia) any transaction contemplated under by this Agreement Agreement, or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Merging EntityMCSI, each of the other Party parties will cooperate with him each other and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Partyparty (unless the contesting or defending party is entitled to indemnification therefor under Article X).

Litigation Support. In the event event, and for so long as as, any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand legal action in connection with (ia) any transaction contemplated under this Agreement Agreement, or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityBusiness, the other Party will reasonably cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their personnelits then-current personnel at reasonable times and upon reasonable notice, and provide such testimony and access to their its books and records as shall will be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification for such cost and expense under Article V).

Litigation Support. In the event and for so long as any Party actively is --------------------- contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityPCPlus, each of the other Party Parties will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 12 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand Proceeding in connection with (i) any transaction contemplated under this Agreement the Transactions or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of the Merging EntityCompany and its Subsidiaries, the other Party will, and will cause its respective Affiliates to, cooperate with him such contesting Party and his counsel its Representatives in the contest or defensedefense of such Proceeding, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Partycontesting Party (unless the contesting Party is entitled to indemnification therefor under §8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 12 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article VIII below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityBuyer or the Stockholders, each of the other Party Parties will reasonably cooperate with him the contesting or defending Party and his or its counsel in the contest or defense, make available their his or its personnel, and provide such testimony and access to their his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityTelecom, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompanies, each of the other Party Parties will cooperate with him it and his its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall will be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntitySCA, each of the other Party Parties will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 11 below).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, the other Party party will cooperate with him it and his its counsel in the contest or defense, make available their personnelpersonnel reasonably available, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Partyparty (unless the contesting or defending party is entitled to indemnification therefor under Article XI for such claim).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompuventures, each of the other Party Parties will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 12 below).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under by this Agreement Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, acting failure to act, or transaction on or prior to the Closing Date and involving the Merging EntityCompany, the other Party party will cooperate with him such party and his its counsel in the such contest or defense, make available their personnelthe personnel of such other party, and provide such testimony and access to their its books and records as shall be necessary in connection with the such contest or defense, all at the sole cost and expense of the contesting or defending Partyparty.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the any Closing Date involving the Merging EntitySeller, each of the other Party will Parties shall cooperate with him or it and his or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the defense or contest or defense, all at the sole cost and expense of (unless the contesting or defending PartyParty is entitled to indemnification therefor under ss.8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ia) any transaction contemplated under this Agreement Agreement, or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityPinehurst Entities, each of the other Party will Parties shall cooperate with him such Party and his its counsel in the contest defense or defensecontest, make available their personnel, its personnel and provide such testimony and access to their its books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of the Merging EntityCompany and its Subsidiaries, each of the other Party Parties will cooperate with him him, her or it and his his, her or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving either of the Merging EntityCompanies, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under (S)8 below).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date date hereof involving the Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Partyparty (unless the contesting or defending party is entitled to indemnification therefor under Section 10).

Litigation Support. In the event and for so long as any Party hereto is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityHolding, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the such contest or defense, all at the sole cost and expense of the contesting or defending Partyparty.

Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ia) any transaction the transactions contemplated under this Agreement hereby or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging Entityany Purchased Assets, the other Party will cooperate with him such Party and his such Party’s counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 9).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Merging EntityTarget, each of the other Party Parties will cooperate with him or it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand Proceeding in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityAlpha, Parent, any Shareholder, the Company, the Surviving Entity or the Business, each of the other Party Parties will cooperate with him the contesting or defending Party and its or his counsel in the contest or defensecontest, make available their personnel, personnel and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under the Indemnification Agreement).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityAdvisor, each of the other Party Parties will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 12 below).

Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with with: (i) any transaction contemplated under this Agreement Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntitySeller, the other Party will shall cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification under Section 10).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party will Parties shall cooperate with him it and his its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under §9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging Entity▇▇▇▇▇, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article VIII below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement the Acquisition Documents; or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction occurring on or prior to the Closing Date involving the Merging EntitySellers, each of the other Party Parties will cooperate with him each other and his their counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor).

Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against any Person other than the other Party in connection with (ia) any transaction the transactions contemplated under by this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to involving any of the Closing Date involving the Merging EntityPurchased Assets, the other Party will cooperate with him such Party and his such Party’s counsel in the contest or defense, make available their personnel, personnel and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article IV below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any third-party action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party will Parties shall cooperate with him and his such Party or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending PartyParty (except as otherwise provided in Section 9).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityChatham, the other each Party will shall cooperate with him it and his its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under ss.8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityECC, each of the other Party Parties will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 12 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party Parties will cooperate with him her or it and his her or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 12)

Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ia) any transaction the transactions contemplated under this Agreement hereby or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging Entityany Purchased Assets, the other Party Parties will cooperate with him such Party and his such Party’s counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityTarget, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntitySellers, each of the other Party parties will cooperate with him the contesting or defending party and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.or

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claimClaim, or demand in connection with (ia) any transaction contemplated under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Merging EntitySeller, the other Party party will cooperate with him the contesting or defending party and his such party's counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all . Costs of counsel to the other party shall be at the sole cost and expense of the contesting or defending Partyparty.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand Proceeding after the Closing in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Parties will (unless its interests are adverse to the contesting or defending Party will in such Proceeding) cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date directly involving the Merging EntityBusiness, each of the other Party Parties will make all reasonable efforts to cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under section 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearinghear- ing, investigation, charge, complaint, claim, or demand by a third party in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityBusiness, the other Party will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the Sec. 8 below).

Litigation Support. In the event and for so long as any either Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, the other each Party will cooperate with him the other Party and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall may be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date date hereof involving the Merging EntityBusiness, the other Party will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date date hereof involving the Merging EntityProperty Management Business, the other Party Parties will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Effective Date involving the Merging EntityContributor, the other Party will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand Proceeding in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Buyer, Seller or any of Acquired Interests or the Merging EntityBusiness, each of the other Party Parties will cooperate with him the contesting or defending Party and its or his counsel in the contest or defenseProceeding, make available their personnel, personnel and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is then entitled to seek indemnification therefor under the Indemnification Agreement).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving any of the Merging EntityTargets, each of the other Party Parties will cooperate with him the contesting or defending Party and his such Party's counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCrown Satellite, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.necessary

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date date of this Agreement involving the Merging EntityDivision, the other Party will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their personnel, its personnel and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party.connection

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party will Parties shall cooperate with him or it and his or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under this Agreement).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 10 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityCompany, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section VII.2 below).